Resolution 98-940A RESOIA HON N I'M f ITY COMMJSSIONOF I'M CI I YOF-NO-I'D,
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UNITED STATES CONFERENCE OF MAYORS
DEFERRED COMPENSATION PROGRAM
THE DEFERRED COMPENSATION PLAN FOR PUBLIC EMPLOYEES
AMENDMENT #L TO PLAN DOCUMENT
WHEREAS EMPLOYER executed the above referenced Plon Document: an
WHEREAS, MM,five January 1, 1997. EMPLOYER desires to amend the Plan
Document as follows:
1. The first sentence of Article I, Section 1.01(n) is hereby deleted and replaced
with the following-
SEPARATION FROM SERVICE means Separation From Service os used in IRC
Section 4021d)(4f(Atii), and on account of the PARTICIPANTS death or
retirement.
2. ARTICLE II, Section 2.04 fs hereby deleted and replaced with the following:
2.04. Except as provided in Section 205, the maximum de(erretl amount under
the PLAN for the PARTICIPANTS taxableyear shall not oxceed the lesser of la)
$7,500 (as adjusted by the Secretary of the Treasury) or Ill) 33 1/3%of the
PARHCIPANI'S Includible Compensation as provided in ISO Section 452.
3. ARTICLE II. Section 206 is amended by raplacing "402(a)(8)" with "402b)(3)"
and by adding, in the third Ilne "or (k)' following "402(h)(t)RU
d. Article II's hereby amended by the addition of the following Sec(lon:
207 NIY.RhSlantling the preceding pravislons of ATIlb, Ii, o PARTICIPANT wha
entitled to reemploymont pursuant fo the Forms of the Unharmed Services
Ernploymenf and Reemployment Ad of 1994 (USERRA) may defer on additional
I der the PLAN as provided in that act for the years of his a her service ounun
the uniformed services (as defined In USERRA). Any such defeerols wRl not be
subject I. the limits set forth above in the year in which deterred, but Will be
sodieat to met nr for me yearlo whltn saon deferrals relate.
5. ARTICLE VII, Section 1.02is herebyd —U! andreplaced with t hefollowing:
7.02. the EMPLOYER shall use the PARTICIPANTS or Beneficiary's investment
specifications so as to determine the value of the deferred account maintained
DC-2942-C
with respect to the PARTICIPANT as it the deferted amounts hod been invested
cording to such specifications; provided, however, that only upon approval
from EMPLOYER and Adminlslratcr maya PARTICIPANT allocate an amount
greater than 259 of the total PATenals of the PARTICIPANT To a life Insurance
optl-
6. ARTICLE VIL Sflctlon 7.04 is hereby deleted and replaced wish IFe following:
7.04- All assets of the PLAN,including ali delerted amounts, property and rights
purchased wilh delerted amounts, and all incomo ati,iEL1,N, to such defened
ounis, property or rights, shall (until made available to the PARTICIPANT or
Beneticl,TO be held In a frost, cusiodlal account or annuity contract described
in IRC Section 45)(g) for the exclusive -aif of the PARTICIPANTS and their
beneficieries.
7. ARTICLE VIII, $action 8.01 lz hereby deleted and replaced with IFe following
8.01. Commencement of Ei,Pibufi.A: Tho PARTICIPANT may elect the Time IT
which disi bulions untler the PLAN ore to commence by tlesignoting The meniF
and year during which the Pint tlul button is to be made. Tha earliest dislFbu1ion
earlier of:ce menI date that may be elected by the PARTICIPANT shall be the
(c) ihiriy one(311 My s after Administrator is noTRANI of
PARTICIPANT'S separation from service or the date the PARTICIPANT
separates from service. whicheveris later. or
(b)the dote on which the PARTICIPANT attains ago 70 1 /2 or
terminates deferza1, under this PLAN, whichever is later.
AT least thirty (301 days prior to the dale en which a PARTICIPANT is eligible for
benefits ie commence under the PLAN, the EMPLOYER shall notify the
ADMINISTRATOR in ITTing, mailed M the ADMINISTRATOR'S Florae Office, of the
PARTICIPANT'S eligibility.
The PARTICIPANT shall rrlake such election no later than the eaFior ef:
(o) thirty (30) days following TM dale Ad,—LH,iraloriz nolified of
PARTICIPANT'S sAp.bli— from Services or
(b) thirty (30) days foliozrng attainment of IS. 70.
DC-2947-C
8... fit, payable to the PARTICIPANT will be the equivalent of the total benefits
that would have been c—bd had fhe deferred amounts been invested as
specified by the PARTICIPANT.
The date elected for commencement of tlistnbuli.ns ('the Elected
Commencement Data'I shall be not later than the Mandatory
Commencement Date, which shall be the later ol:
(a) April 1 of the calendor year following the calendor yearn
which the PARTICIPANT.Ibih, age 70 1 /2: or
(b) Apnl 1 of the calendar year following the c.lentl.r year in
which the PARTICIPANT separates Ito. service with the EMPLOYER.
The Elected Commencement Date may be postponed, once, following the
PARTICIPANT', separation from service, if PARTICIPANT files an election
—ignafing a new dale for benefits to begin, prior to the onglhd Ele.led
Commencement D.A. Failure fo file an election with the Adminkiralorwiihin
IT, appropriate time period will result In the Administrator beginning dislribalions
ne hundred and eighty (180) days following the dote the PARTICIPANT
saparaled I-1. 1b. M, the date the Administrator is n.fified of PARTICIPANT'S
separation YNhN service, whichever i5 later.
8. ARTICLE VIII, is hereby amended by the addili- of the following Section:
8.05 It service distribution - $3,5N a less: If the total amount payable to a
PARTICIPANT under fhe PLAN is $3,500 or less, the PARTICIPANT may elect to
alve s uch amount before separation of service (01 the PLAN may disiribule
such amount without the PARTICIPANT'S consenl) if
(a)no uni has been dofenad under fhe PLAN with respect t.
uch PARTICIPANT during the two year period ending on the date
If
distribution, and
LN Ihere has been no prior di,Tibuflon under fhe PLAN to such
PARTICIPANT to which this Section applied.
9. ARTICLE X i, hereby amended by the addition of the following Section:
10.07 AIL assets of the Plan, including all deferred amounts, property and rights
purchased with deferred amounts, and all income ailrlbulable to such defened
unh, property orrfght,,.iber Thee asseh held in annuily... P.bf, ll be
held in a —N diol......f described In IRC Suction 457(g). Such amounts will
DC 29a1-C
be held in a common tun, with the assets of other Section a th Plans. Such
Old aocoun be held by Inecustodlan thereof for the exclusive
benefit of the PARTICIPANTS and Beneficiaries of this and other Section 457
athned Pla
thmer use. Amsramllbe
agetof the EMPLOYER forprposesof poidig dimcton
to the custadion
of the custodial account Bom lime to r e os to Iha Investment of Ine Ivndz
Fel, in the account, the transfer of assets dl ar from—t account and all other
matters. A copy of the Section 45) Custodial Account Agreement which
describes the duties of the custodian is attache, hereto as Exhibit A and is
incorporated herein by reference.
DC-2947-C
SECTION 457 CUSTODIAL ACCOUNT AGREEMENT
THIS CUSTODIAL AGREEMENTis made this � day cf September, 199b by and
between PUBLIC EiMPLOYEES BENEFIT SERVICES CORPORATION duly oIgm,,Id end
under We lawn of the SiIf or its stiles..... (the "Pndlipiil") on behalf of
aiv public employers avd deferred compensation plans descnbed herein and BANK ONE
TRUST COMPANY,N.A.,aoadonal banking association N—ided and xis- order the
6ovel6aNdve laws of the United Swm") far hexbnfit of heres Bid,'Custod
pnicm— and azhed compensation plans described herein.
WITNESSETH:
WHEREAS. Section 457 oftb, Im,mal Revenue Code of 1986 (the "Code') eovems ilre tax
treeemem for defend compensadon plans If— end Iocal goy —O, ('Plan' or "Plans");
WIIHREAS, Section 457 of the Code has been amended ro require that assets and income of any
such Plan be set aside w trust for the exclusive benefit of participants and theirbeneficianes;
WHEREAS, Principal, pursuant rn this amendment of the Code desires as admini,ddi-and on
behalfof such Plans and for dteir eligible empioym ("Emptoyu" er"Employers') Iopen a
odial account, die... ofMii,h shell be meld by Custodian (as defined in Secdov 401(f) of
die Code) for the exclusive benefit of panicipenta and the beneficiati,a dteaof efsuch Plans,
W}IEREAS, Custodian has ell requis to pow, end authonry to - - and hold such as
stodial aapac tv fr the xclus ve benefit o1 such Plan patticipann and is a batd: will the v
—amdl of Section 408(1) of the Code;
NOW THEREFORE, m c.-ideca m of the mutual promises and covenants connived herein,
the parties ,gee as follows:
I. INTENTION. The plat— hereto intend Silttins ageement Imply with Section 459(g)
If the Code and this,A�ement shall be imerpreted consistwtly with said Section.
NTH. The name ofdIi, custodial account shall be the Section 457 Custodial Account
(the "Accoonr')-
ADOPTION OF THIS AGREEMENT. Each Employer who desires that the Play which
t span rs beco a part of the cusodial ac ared under this Agreement for the benefit of
the paa�ipan-s thereof end dreir b—fid, . el shell adopt the eertns of this Age -men,. die
form aged to by ih- Pavcipal and die Cusrodian-
.r 4. CUSTODIANS DUTIES. The Custodian sball hold in in name or the name of its
ee, fr the benefit of- participants and beneficiaries of the Plans whose Employers have
adopted this Ageement, various life insurance convacss, savings plans and mutual fund shares
deliveed to it by Principal az direo[ed from lime to time by the Employers maivm -g such
Plans, such dicectionro be provided to Custodian dvough Principal. Cuswdiayshallonlybe
responsible for cunody therewder of cash. securities and property delivered to it ham Principal
and lien bNy while the cash, securities cud property are held iri and as pan of the Account,
Canadian shall hay it, oblige any direction w determine whether Principal's
direction complies wilr Se,ii- 457 of the Code. Such az,,, ind di- ,,iy comings accruing
on diem, shall be held solely for the panicipnts end beneficiaries of the Plans and may not be
diverted co any other use. Pdveipi l shall not give Cunodiw any direclov which would cause
to be aztipId by any Play. other than nsfer to anorher inves[men[ option under
ch Plan fiat vsles the requh ss of Sect on 4>] of the Code. Such co
plans and mutual fimd shares shall be held as a sivete account by Custodian. Custodieuvshall
hold [he convects, savings plans or mutual fund shares wit cemdnation of the custodial account
az dese bed herein or unev cancellation of the eovvaeis o[ mutual fimd shares as directed by a
Plav's employer through Placipal or until v,,f and to a successor pursuant w Section 9 hereof
=, i�n and Principal may en other = menu concerning the adminisvavon of the
assays held wdor this Custodial Agreement a
The Pdncipal and Canadian acknowledge and age, that all such assets held iv the t—dial
�..� wt shell be for the account and risk of Plan participants and beneficiaries, and env losses
with such assets shall be borne solely by the Plan patticipants and beneficiaries thereunder. The
Canadian shall have no discretion whatsoever with rasp- t, the management, dispos von or
tv�eswent of the assets held bi this Aaoune
LIMITATIONS ON DUTIES OF CUSTODIAN. The duties and obligations and rights
of Custodian shall o,r y be such as are sp,bifcally set forth m this Cusodial Am—mt.as it
ay from dme ,time be amended, and no implied duties or oblin i— or rights shall be read
vto this Cuswdial Ageement against the Canadian. Custodian is envied w oovelosively rely
upon lie d'vecden ofthe Pancipat. [n particular, Custodian shall have no dory co monitor the
value of an to make any f tit dec wilt respect w the propemheld
hereunder. Cusrodian shall not be required ro follow any dveetion of an Evployer which is not
provided bough Principal, such grant of autheriry by Employer w Principal to provide direction
to Cusmdian is the sugect of outer � menrs to which Cuswdian is not a pony.
As long as and ,the exrent hay it exercises reasonable care, Custodian shell not be responsible
for the tile. validity 1,
e
_ s of any ptopem or evidence of title dictate tee —d by it or
delivered by it purs'uanr ro thisAgreemen[.
Custodian shall be entiled w rely upon and may act upon advice of wwsel (who may or may
not be counsel far the Ptiti6pal) on all metiers, and shall be without liability fr any ecdon
„�, re mbly taken or ommed pursuant w such advice.
��. 6. RECORDS AND REPORTS. Custodian shall create and maintain records relating w irs
U. obligations under this Agreement All such records shall remain pmperry oCthe
Custodian Cuswdi- shall hay no dory to any records co ns the balan in any
particu(az R. or iv any Plan participant's actco—, ,w being the dory of1he Priveipalce
]. LIABILITY LIMITATIONS. Csnodian shall not be responsible or liable far any failure
or delay in Ne performance of irs obligations tinder this .Agreement arising our of or caused
di—d, or indirectly by c es beyond its nable c trol. including withoa
b. s of God, eanhgnakes, fires, fio.ds r ivil or military dismrbao sabotag,
epidem aupuo s, los malfuncti n o1.tiliti
c.id<ntts. labor d spate is of civil or mihre antltoriry, goy tnmenml acvon or mtabillry to
ob— labor. material, equipment or vanapowuon.
In no event shall the Custodian or its directors, officers, agents and employees be held liable for
any special, indirect, pmit- nsequevtial damages resulting from any acdov taken or
rmrted ro be taken by it or them M—der or in cmme m herewith eve. if advised ofthe
possiSO- Tsuch dam
& COMPENSATION AND EX ENSES. Ctuiodian shall be enti[led [o receive
ompeas on for and for imb.—, of its t of pocket expenses at such [im
and in ueh am as the Custodian and the Principal may, ft— , agree. Such fees
and expenses will be paid by P. 6,1 and.Ny should Principal became delinquen[ will IS,, be
paid out of the funds held under this .Agreement as authorized by the Priacipal.
9. RESIGNATION. REMOVAL and SUCCESSION OF CUSTODIAN. The Custodian or
Principal may termina[e the Custodial Accoun[ agreement withom usigvn¢ any cause, iv
e, effeetive not Ius than i—y (9o) days after receipt thereof by the other parry. No such
uigvatiou or removal shall be effective until a suaessor Custodian has been appoin[ed by d I
Principal and has accepred such appointment and all assets iv the Account have been duly
ansfetred ro such successor Custodian. If the Principal fails to name a successor Custodian
within nivery (901 days afro receipt If, wnnen resigvadov from hI Custodian, the C—diev
shalt have the right ro n e
tin the of an nretpleader (or other appropriate
a< on) and seek to deposit the propetry in a corm of competent jwisdiction.
Iv I.'e of the appointment of. successor C-Idan, all of the powers, righm end duties of the
Custodian arced harem shall s— and co in the s or Custodian and ev ery
sot Custodian shall succeed me rake and have all the po—.. righes and doves whlIh
belonged ro or were held by irs predecessor.
10. ACCOUNTMGS. Cusmdian will provide w Principal statements with rupee[ to the
Awonn[ as a single eecouvt wtueh will not rzflect the imuest of each section 457 Plan. Poneipal
may approve any account or statement. Custodian shall have «re right to have its accowts
�,,,� settled byludicial proceedings. if it so elects, m wMch event only Custodian and Pa —pal shall
ter. ben ary pan s. Ca—dian may, how rs discretion. join az defendant any other
pe_I , persons who may have or claim . Wrenn therein. Except as otherwise provided
under applicable law, oNy Principal may require Custodian co provide an --mg and oNy
Principal may institute an anion or a proceeding agarCunodiazt. Custodian shall have no
dun . provide m ..oun g reports rI any employer.
11, VOTING. Custodian shall promptly deliver or mail to the Principal all forms of proxies
and all notices of meeti¢gs affcring or relating to Securities held in any eusmdi. account
".bhms d. Uoo ceipt ofproper s, Custodian shall ex and delive uch
prow r other aurhon av be required. Neidter Custodian e shall vo
my Securities I, -mutmy proxy ro vote the same or give any .......o Wre any other action
with respect drerero absent proper mstrucnons 9'om Principal.
Cusodi. shall r,il—and deliver such Sem nlb,I and take any other mum . directed by the
Principal, with respect , dividendssplits, dismbuti ,spin-offs, pars, calls, conversions.
redemptions. ,,dm, enhmv, ,mergers, reorganizations- rights, warrants or my other similar
act ry relating to the Securities.
12. TERMINATION. This Cusmdml A--, shall terminate the earlier of the dace on which
Principal determines that this Custodian Account no longer is necessary in light of any smmtory
r re ip,i cirenge ro the set aide requirement set forth in Section A> i(g) of the Code or a date
�.., ne hwdred days after lire temunation or redemption date of the lazt cone'' or mumaf fund
oshaze held hereunder. Any assets remaining at the time of such rermi¢auon or eance 1mm shall
be returned I Principal, or be —f—d ro another pm,(ies) upon direction fiom the Principal.
13. GOVERNING LAW. Theprovisionsofmdvalidity and constrvction of this Cusodial
.Agreement shall be governed by and co—d in accordance with the I.- of the State of Off,
and the Custodial Account created herewder shalt be adm--ld io accordance wiut such law'
14. SUCCESSORS and ASSIGNS. This Agee— and the ngha and duties hereunder
shall not be azsipmll by eidrer of the Tani,, hereto except Custodian may azsign this
Agreement to any of its affiliate'
11, AMENDMENTS. This Custodial Agreement may be amended from time ro twe by an
i.ling executed solely by duty authorized ofiilm of the Principal and Custodian.
Amendment' may be executed widtol the co— of my Plan, Employes or Plan pmticipm,,
16, NO THIRD PARTY BENEFIT. This Agreement is intended ftrr the exclusive be-fl of
the panics I this dre panicipaung Plant the participants . such Plans and dreir
benefcian and their respec and azigns, an d -om. cned in this
Albe construed az creating myy rights or benefl¢ in or toany otlter parry.
0—
IT DISPUTE RESOLUTION AND ARBITRATION. Any controversy or claim arising out
of oz relative to this Agreement, or the breach of the same, shall be eWed dvough cotvsultatiov
and negotiation in good faith and a spirit of mutual cooperation. However, if those anemprs fait.
the parties aerce that any misunderstandings or dispures arising Rom this Agr—.shalt be
decided by azbi—i" in Columbus. Ohio which shall be conducted, upon request by either parry.
before rhvee (3) arbivators (unless both parties yvree on one (1) arbitrator) designated by the
American Arbitradov Association (the ".AAA"), in cocdav witlr the t s of the Commercial
Arbio-ation Rules of the AAA and, m the mapmum ettem applicable, Ne United States
Arbitration ACE (Title 9 of the United States Code), or if such Act is not applicable, any
substantially equivalent state law. The parties fiuther agree that the azbi—B,) will decide
which parry must bear the expenses of the arbitmtib, proceedings.
is MEDIARELEASES. Nomediareleasesofanykindtopublicizethe AlI II,
relationship between the Employer, Custodian or Principal are permiled, No parry shall use any
N
¢ode n tmdemazk, se mark or v other rm which identifies the p other arty
its sales marketing and publicity activities. including btu no limited to interviews with
repres sof any wn en publics telev twork,o radio
tworkmNir Custodiaand
d Principal may by join z y the ons of this Sect ,
as_
may seek a waiver by mbmi teq est through Principal ct
IN WITNESS WHEREOF, the parties hereto have caused this Custodial,tgrcement w be
SIGNED, SEALED and DELIVERED at Columbus, Ohio ov the date set whit above.
PRMCIP.AI,
PUBLIC EMPLOYEES BENEFIT SERVICES
CORPORATION
By:
Its: 9xenidenX
CUSTODIAN
BANK ONE TRUST ��Y.N.A,CT'• �.
[m:
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